CONSTITUTION AND BY-LAWS (ARTICLES OF ASSOCIATION) WOMEN FOR A CHANGE, CAMEROON (Wfac)

CONSTITUTION AND BY-LAWS (ARTICLES OF ASSOCIATION) WOMEN FOR A CHANGE, CAMEROON (Wfac) Tel: (237) 96009179 / 75704976 / 77150924 Email:wfacbuea@ymail.com BP 149, Buea South West Region of Cameroon 1

PART ONE ORGANISATIONAL PROFILE & GENERAL PROVISION ARTICLE 1 1.1. Name The Association shall be known as Women For A Change, Cameroon; abbreviated WFAC. Women mean girls of age above 15 years old. 1.2. Legal status Women for a Change, Cameroon (WFAC) is a duly registered women-led human rights advocacy & awareness raising network, grounded in feminist perspectives. Founded in November 2009, to respond to, promote and protect young women's human rights, with particular focus on women/girls sexual & reproductive health rights, leadership and development. 1. 3. Wfac s mission Through training seminars, leadership discussions, webinars, SMS bundles, street campaigns, WFAC carries out advocacy and training programs on SRHR, HIV & gender justice; strengthens the public understanding on women human sexual+ rights, the relationship between sexuality, development and social justice. 1. 4. Project objectives and activities Peer-to-peer educational talks and advocacy on SRHR, HIV/AIDs preventive care, genderbased violence and human rights instruments. Use of text messages (SMS bundle) to raise awareness on the status of women & girls, empower young people to lead community actions that promote equality and justice for all. Enhance staffs capacities and knowledge through workshops, leadership trainings, seminars around gender theories, women human rights principles and cross boarder feminisms solidarity. Build alliances with men and other networks working for the promotion of women empowerment and emancipation. Weekly online updates and advocacy around rising women and feminist issues in Cameroon and the globe. 1.5. VALUE : Equality, Equity, Justice, Respect for diversity 2

ARTICLE 2: MEMBERSHIP Membership of Women For A Change, Cameroon shall be opened to the following categories; founding, individual / ordinary, distinguished, honorary members and institution. All which constitute the General assembly. 2.1 Founding Member (s): Person(s) constituting the assembly which created the association, worked dedicatedly and paid the special levy for the take-off of the association shall be known founding member(s). 2.2 Individuals There are two types of Individual membership: 2.2.1 Individual Members This may apply to feminist researchers, women human rights defenders, activists, journalists, educators, social worker, living in or out of Cameroon and must not necessary be of Cameroon origins. 2.2.2 Ordinary Members: This is another form of individual membership, which applies to any person joining the association after the formation and must have bought their membership cards and paid the registration levy. 2.3 Distinguished Members: The General Assembly may confer the title of distinguished members to any member by reasons of some achievement either abroad or at home, which greatly contributes to honour, welfare, or status of the association. 2.4 Honorary members: The General Assembly may confer the title of honorary members on any persons irrespective of their tidings, who through their efforts have helped the association to promote its aims and realise its objectives and projects. 2.5. Executive members This is granted solely to members elected and / or recommended or appointed by individual, ordinary and / or founding members. Executive members must have actively served for at least two years as general member prior gaining the entitlement. 2.6 Institutional Members Institutional members may be national, regional, global and/or professional associations and organisations based in / out of Cameroon. They must not necessarily identify as the gender female. 2.6 Membership will be accorded only after been approved by the Executive Members (see Article.). Updates on Wfac s membership shall be kept by the secretary general and will be made available to members. 3

ARTICLE 3: MEMBERSHIP 3.1. Members will be obliged to pay an annual membership fee, to be determined by the General Assembly. In some instances, fees for institutional and individual membership may differ. ARTICLE 4: LOSS OF MEMBERSHIP Membership of WFAC may be lost through: a) Voluntary withdrawal (resignation); b) In the event of Art. 4A, the concerned shall submit a written request to the director of Wfac, stating the reason for such withdrawal. The request shall be presented to the next general meeting of the association for a decision to be taken. c) Expulsion; In the event of Art. 4A, the decision shall be taken by a simple majority vote of the members present at a general assembly and in absence of the member(s) concerned. d) Any member who resigns or is expelled loses all rights to say any assets or benefits acquired by the association when serving as a member. e) The association may revoke the reward of honorary or distinguished membership if the persons(s) to whom such an honour was awarded no longer merit(s) it because of unbecoming conduct or conduct which is deemed to be detrimental to the interest of the association. f) For institutional membership, the association may revoke membership, if institutions go contrary to the values, and mission of the organisation. g) Death 4

PART TWO THE STRUCTURE, ADMINISTRATION AND FUNCTIONING OF WFAC ARTICLE 5: ORGANS OF THE ASSOCIATION The Association shall comprise of the following organs; a) The General Assembly. b) The Executive Committee ARTICLE 6: THE GENERAL ASSEMBLY The General Assembly shall comprise of: a) The Executive Members b) The Individual and ordinary members c) Distinguished and honorary members d) The institution members ARTICLE 7: THE EXECUTIVE COMMITTEE The Executive Committee shall be composed of; a) The Director d) Public Relations Officer g) The Treasurer b) Secretary General e) Legal Adviser h) Communications Officer c) Founding member(s) f) Programs / Community Outreach Manager ARTICLE 8: VACANCY a) In case of vacancy in the post of a director through death, resignation, disciplinary sanctions or medical incapacity, the Secretary General shall assume the functions of the director for the remaining term of the office. This procedure shall be completed latest thirty days from the date of vacancy. b) In the case of vacancy of any of the other officers, by elections shall be conducted to fill the said post latest thirty days from the date the post become vacant. 5

ARTICLE 9: FUNCTIONS OF THE GENERAL ASSEMBLY a) The General Assembly shall be supreme organ of Women For A Change, Cameroon (Wfac) b) The General Assembly shall vote the Budget of the association; elect the Executive Committee, and members of the standing committee and/ or ad hoc committees. c) The General Assembly shall also decide on development projects, following the recommendations of the projects committee. d) The General Assembly may also decide on any other gender issue(s) of interest to the association presented to it by the Executive committee. e) The General Assembly may choose a member to facilitate/moderate irrespective of her committee on each meeting day ARTICLE 10: THE FUNCTIONS OF THE EXECUTIVE COMMITTEE a) The Executive Committee shall take charge of the day-to-day management of Wfac affairs and be responsible to the General Assembly. b) Any member of the executive committee may at any time in her registration in writing to the director for onward transmission to the General Assembly and it shall be effective thirty days from the date it s received at the general secretariat. ARTICLE 11: POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE a. Director She shall be the chief executive officer of the association and as such shall make a speech at all general assembly meetings and all national executive meetings. She shall be a co signatory of the association s bank accounts She shall represent the association in public matters She may delegate some of her powers to the secretary general as the need arises She shall authorize all budgeted expenditure. In her absence, the secretary general shall assume the interim 6

b. Secretary General She shall assist the director in the discharge of her duties. She shall be responsible to the director She shall record and keep minutes of the General Assembly and the executive meetings She shall be responsible for the day-to-day administration of the secretariat of the association. She shall always keep the president duly and well informed of the activities of the association at all levels She shall carry all directives of the president, which are intended to ensure the wellbeing of the association. c. Founding Member (s) They shall hold a special status in the association, act as final overseers of every development project, and are the principal shareholders of funds for running the association. d. Public Relations Officer The publicity secretary shall be responsible for ensuring that all activities of the association are given the widest publicity possible. In so doing, she shall seek and obtain the authorization of the executive committee where the issue to be publicized touches a policy or is likely to be controversial, political in nature or likely to affect WFAC relationship with other associations or bodies. e.. Legal Adviser They shall advise the association on all matters having or likely to have a legal implication(s). In order to achieve these objectives, they shall be in close contact with the president and / or secretary general of the association. f. Programs and Community Outreach Manager Identify, research and design activities for the organisation Represent the association in conferences, meetings and workshops. Manage and monitor grants and prepare funding and annual reports. Provide guidance and maintain frequent communications with program partners. Develop best practices to improve overall program performance Assist in budget preparation and expense management activities for programs. Identify and contact new program partners, funders and donors. Plan and execute program activities in timely and accurate manner. 7

g. Treasurer She shall receive and bank all monies of the association except sums paid directly into the account. She shall keep up-to-date record of income and expenditures of the association She shall be a co-signatory for money to be withdrawn from the association s account(s). She shall record all transactions involving income and expenses of the association. She shall be the custodian of the financial records of the association She shall present to the general assembly and the executive committee a financial statement or account on the income and expenses of the association after each meeting session. She shall be a co-signatory for money to be withdrawn from the association s account. h. Communications Officer The communication officer shall ensure the association content delivery, public correspondence, and images. ARTICLE 12: ACTIVITIES OF THE ASSOCIATION The following shall constitute activities of the association: To provide youth-friendly platforms and safe spaces for community dialogue within and among grassroots associations, and / or Individuals working on gender based violence, HIV/AIDs, sexual and reproductive health rights and women political leadership. Raising Awareness on the promotion and protection of adolescents and women s sexual and reproductive health rights, body autonomy, healthy dating relationship and decision making Campaign and advocate for gender sensitive policy both at national and global levels. Build alliances with men and other networks working for the promotion of women empowerment and emancipation. Research Publication: developing case studies and support national effort in support for gender equality as a tool in fostering sustainable development. Archives: documentation and records keeping in text, audio-visuals and images. There is also a weekly online updates and advocacy around rising women and feminist issues in Cameroon and the globe 8

PART THREE WOMEN FOR A CHANGE CAMEROON FINANCES ARTICLE 13: SOURCE OF INCOME AND BANKING a) The association shall derive its income from the following sources i) Registration fees; ii) Annual subscription of its members iii) Special levies iv) Gifts v) Fundraising b) The association s monies shall be kept either in a credit union or in the bank. c) All monies collected by the financial secretary shall be handed over to the treasurer within forty-eight (48) hours. d) The treasurer shall be required to deposit the same into the association s account within two working days after receiving it. ARTICLE 14: EXPENDITURE i) All expenditure of the association shall be duly authorized by the General Assembly. At the general meeting the financial secretary shall present a budget for debate and approval. ii) The president may however, in consultation with the Executive Committee, authorize surplus budget expenditure or unbudgeted expenditure provided the amount in one year does not exceed ten percent (10%) of the annual budget of the association. The president shall justify the unbudgeted expenditure at the next general assembly meeting. iii) All approved expenditure on behalf of WFAC by any organ of individual acting shall be incurred in accordance with the objectives outlined in Article five (5) of this constitution. iv) The president, the treasurer, and financial secretary shall sign all withdrawals from the association s account. v) The general assembly shall elect auditors to audit the books and property of the association and their report shall be submitted to the general assembly in the next general meeting. 9

PART FOUR AMENDMENT OF THE CONSTITUTION AND DISSOLUTION OF THE ASSOCIATION ARTICLE 15: AMENDMENT i) Amendment to this constitution may be initiated in any of the following situations; ii) At the proposal of executive committee in a General Assembly duly convened as provided for under Art 18 of this constitution. Notice of such amendment shall be communicated to members together with the invitation convening the General Assembly. iii) On the proposal of one third (1/3) of the registered fully paid up members of the association. A motion for the amendment shall be effective if it is carried by two-thirds majority of the regular members present and voting, in a General Assembly meeting. ARTICLE 16: DISSOLUTION If it becomes imperative for WFAC to dissolve either voluntarily or by force of law, such dissolution shall be effected as follows; A) VOLUNTARY Voluntary dissolution shall be occasioned by a motioned tabled at a duty convened general assembly meeting in accordance with Art 18, of this constitution. A motion thus correctly moved shall bring about dissolution of the association only if three quarters of the registered and fully paid members vote directly or by proxy in its favour. B) BY LAW i) Dissolution by operation of law shall take place if the university administrative authorities act or legislative act of state orders the particular dissolution of WFAC ii) However, whether the dissolution is occasioned by voluntary or by force of law, an extraordinary general assembly summoned specifically for this purpose shall proceed to set up a Trustee Administrative Committee (T.A.C) that shall be empowered to liquidate the association. iii) The Trustee Administrative Committee shall go through the financial records of the association, prepare a closing financial statement and a balance sheet and present to the extra-ordinary General Assembly convened to wind up its operations. 10

ARTICLE 17: MICELLANEOUS PROVISION The present rules shall bind all members of Women For A Change, Cameroon (WFAC) both present and future. The rules shall take effect as from the 13th of February 2013. DONE IN BUEA TODAY 15 TH DAY OF NOVEMBER 2009 11